TiVo Inc. Amended & Restated Employee Stock Purchase Plan and related documents



 Exhibit 4.1 
 AMENDED PLAN AND OFFERING DOCUMENT 
 TIVO INC. 
 1999 EMPLOYEE STOCK PURCHASE PLAN 
 Adopted by Board of Directors July 14, 1999 
 Approved by Stockholders July 14, 1999 
 Amended and Restated by Board of Directors August 15, 2002 
 Stockholder Approval Not Required 
 Amended and Restated by Board of Directors December 8, 2004

 Stockholder Approval Not Required 
 Amended and Restated by Board of Directors May 7, 2008 
 Approved by Stockholders August 6,
2008 
  

	1.	Purpose. 

 (a) The purpose of the Plan is to
provide a means by which Employees of the Company and certain designated Affiliates may be given an opportunity to purchase Shares of the Company. 
 (b) The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of new Employees and to provide incentives for such persons to exert maximum efforts for the success of the
Company and its Affiliates. 
 (c) The Company intends that the Rights to purchase Shares granted under the Plan be considered options
issued under an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code. 
  

	2.	Definitions. 

 (a) “Affiliate” means
any parent corporation or subsidiary corporation, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. 
 (b) “Board” means the Board of Directors of the Company. 
 (c) “Code” means
the United States Internal Revenue Code of 1986, as amended. 
 (d) “Committee” means a Committee appointed by the Board in
accordance with subparagraph 3(c) of the Plan. 
 (e) “Company” means TiVo Inc., a Delaware corporation. 
 (f) “Director” means a member of the Board. 
 (g) “Eligible Employee” means an Employee who meets the requirements set forth in the Offering for eligibility to participate in the Offering. 
 (h) “Employee” means any person, including Officers and Directors, employed by the Company or an Affiliate of the Company. Neither service
as a Director nor payment of a director’s fee shall be sufficient to constitute “employment” by the Company or the Affiliate. 
 (i) “Employee Stock Purchase Plan” means a plan that grants rights intended to be options issued under an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code. 
 (j) “Exchange Act” means the United States Securities Exchange Act of 1934, as amended. 
 (k) “Fair Market Value” means the value of a security, as determined in good faith by the Board. If the security is listed on any
established stock exchange or traded on a national market system, then, except as otherwise provided in the Offering, the Fair Market Value of the security shall be the closing sales price (rounded up where necessary to the nearest whole cent) for
such security (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume 

  

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of trading in the relevant security of the Company) on the relevant determination date (or the next day on which sales were reported if none were reported on
such date), as reported in The Wall Street Journal or such other source as the Board deems reliable. 
 (l) “Non-Employee
Director” means a Director who either (i) is not a current Employee or Officer of the Company or its parent or subsidiary, does not receive compensation (directly or indirectly) from the Company or its parent or subsidiary for services
rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation
S-K”)), does not possess an interest in any other transaction as to which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship as to which disclosure would be required under
Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3. 
 (m) “Offering” means the grant of Rights to purchase Shares under the Plan to Eligible Employees. 
 (n) “Offering Date” means a date selected by the Board for an Offering to commence. 
 (o) “Outside
Director” means a Director who either (i) is not a current employee of the Company or an “affiliated corporation” (within the meaning of the Treasury regulations promulgated under Section 162(m) of the Code), is not a former
employee of the Company or an “affiliated corporation” receiving compensation for prior services (other than benefits under a tax qualified pension plan), was not an officer of the Company or an “affiliated corporation” at any
time, and is not currently receiving direct or indirect remuneration from the Company or an “affiliated corporation” for services in any capacity other than as a Director, or (ii) is otherwise considered an “outside
director” for purposes of Section 162(m) of the Code. 
 (p) “Participant” means an Eligible Employee who holds an
outstanding Right granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Right granted under the Plan. 
 (q) “Plan” means this 1999 Employee Stock Purchase Plan, as amended and restated herein. 
 (r) “Purchase
Date” means one or more dates established by the Board during an Offering on which Rights granted under the Plan shall be exercised and purchases of Shares carried out in accordance with such Offering. 
 (s) “Right” means an option to purchase Shares granted pursuant to the Plan. 
 (t) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3 as in effect with respect to the Company at the time
discretion is being exercised regarding the Plan. 
 (u) “Securities Act” means the United States Securities Act of 1933, as
amended. 
 (v) “Share” means a share of the common stock of the Company. 
  

	3.	Administration. 

 (a) The Board shall
administer the Plan unless and until the Board delegates administration to a Committee, as provided in subparagraph 3(c). Whether or not the Board has delegated administration, the Board shall have the final power to determine all questions of
policy and expediency that may arise in the administration of the Plan. 
 (b) The Board (or the Committee) shall have the power,
subject to, and within the limitations of, the express provisions of the Plan: 
 (i) To determine when and how Rights to
purchase Shares shall be granted and the provisions of each Offering of such Rights (which need not be identical). 
 (ii) To designate from time to time which Affiliates of the Company shall be eligible to participate in the Plan. 
  

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 (iii) To construe and interpret the Plan and Rights granted under it, and to
establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it shall deem necessary or expedient to
make the Plan fully effective. 
 (iv) To amend the Plan as provided in paragraph 14. 
 (v) Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of
the Company and its Affiliates and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan. 
 (c) The Board
may delegate administration of the Plan to a Committee of the Board composed of two (2) or more members, all of the members of which Committee may be, in the discretion of the Board, Non-Employee Directors and/or Outside Directors. If
administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee of two (2) or more Outside
Directors any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or such a subcommittee), subject, however, to such resolutions, not inconsistent with
the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. 
  

	4.	Shares Subject to the Plan. 

 (a) Subject to
the provisions of paragraph 13 relating to adjustments upon changes in securities, the Shares that may be sold pursuant to Rights granted under the Plan shall not exceed in the aggregate eight million five hundred thousand (8,500,000) Shares.
If any Right granted under the Plan shall for any reason terminate without having been exercised, the Shares not purchased under such Right shall again become available for the Plan. 
 (b) The Shares subject to the Plan may be unissued Shares or Shares that have been bought on the open market at prevailing market prices or
otherwise. 
  

	5.	Grant of Rights; Offering. 

 (a) The Board may
from time to time grant or provide for the grant of Rights to purchase Shares of the Company under the Plan to Eligible Employees in an Offering on an Offering Date or Dates selected by the Board. Each Offering shall be in such form and shall
contain such terms and conditions as the Board shall deem appropriate, which shall comply with the requirements of Section 423(b)(5) of the Code that all Employees granted Rights to purchase Shares under the Plan shall have the same rights and
privileges. The terms and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of the Plan. The provisions of separate Offerings need not be identical, but each Offering shall include (through incorporation
of the provisions of this Plan by reference in the document comprising the Offering or otherwise) the period during which the Offering shall be effective, which period shall not exceed twenty-seven (27) months beginning with the Offering Date,
and the substance of the provisions contained in paragraphs 6 through 9, inclusive. 
 (b) If a Participant has more than one Right
outstanding under the Plan, unless he or she otherwise indicates in agreements or notices delivered hereunder: (i) each agreement or notice delivered by that Participant will be deemed to apply to all of his or her Rights under the Plan, and
(ii) an earlier-granted Right (or a Right with a lower exercise price, if two Rights have identical grant dates) will be exercised to the fullest possible extent before a later-granted Right (or a Right with a higher exercise price if two
Rights have identical grant dates) will be exercised. 
  

	6.	Eligibility. 

 (a) Rights may be granted only
to Employees of the Company or, as the Board may designated as provided in subparagraph 3(b), to Employees of an Affiliate. Except as provided in subparagraph 6(b), an Employee shall not be eligible to be granted Rights under the Plan unless, on the
Offering Date, such Employee has been in the employ of the Company or the Affiliate, as the case may be, for such continuous period preceding such grant as the Board may require, but in no event shall the required period of continuous employment be
equal to or greater than two (2) years. 
  

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 (b) The Board may provide that each person who, during the course of an Offering, first becomes an
Eligible Employee will, on a date or dates specified in the Offering which coincides with the day on which such person becomes an Eligible Employee or which occurs thereafter, receive a Right under that Offering, which Right shall thereafter be
deemed to be a part of that Offering. Such Right shall have the same characteristics as any Rights originally granted under that Offering, as described herein, except that: 
 (i) the date on which such Right is granted shall be the “Offering Date” of such Right for all purposes, including
determination of the exercise price of such Right; 
 (ii) the period of the Offering with respect to such Right shall
begin on its Offering Date and end coincident with the end of such Offering; and 
 (iii) the Board may provide that if
such person first becomes an Eligible Employee within a specified period of time before the end of the Offering, he or she will not receive any Right under that Offering. 
 (c) No Employee shall be eligible for the grant of any Rights under the Plan if, immediately after any such Rights are granted, such Employee owns stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or of any Affiliate. For purposes of this subparagraph 6(c), the rules of Section 424(d) of the Code shall apply in determining the stock ownership of any Employee, and stock
which such Employee may purchase under all outstanding rights and options shall be treated as stock owned by such Employee. 
 (d) An
Eligible Employee may be granted Rights under the Plan only if such Rights, together with any other Rights granted under all Employee Stock Purchase Plans of the Company and any Affiliates, as specified by Section 423(b)(8) of the Code, do not
permit such Eligible Employee’s rights to purchase Shares of the Company or any Affiliate to accrue at a rate which exceeds twenty five thousand dollars ($25,000) of the fair market value of such Shares (determined at the time such Rights are
granted) for each calendar year in which such Rights are outstanding at any time. 
 (e) The Board may provide in an Offering that
Employees who are highly compensated Employees within the meaning of Section 423(b)(4)(D) of the Code shall not be eligible to participate. 
  

	7.	Rights; Purchase Price. 

 (a) On each Offering
Date, each Eligible Employee, pursuant to an Offering made under the Plan, shall be granted the Right to purchase up to the number of Shares purchasable either: 
 (i) with a percentage designated by the Board not exceeding fifteen percent (15%) of such Employee’s Earnings (as defined
by the Board in each Offering) during the period which begins on the Offering Date (or such later date as the Board determines for a particular Offering) and ends on the date stated in the Offering, which date shall be no later than the end of the
Offering; or 
 (ii) with a maximum dollar amount designated by the Board that, as the Board determines for a particular
Offering, (1) shall be withheld, in whole or in part, from such Employee’s Earnings (as defined by the Board in each Offering) during the period which begins on the Offering Date (or such later date as the Board determines for a particular
Offering) and ends on the date stated in the Offering, which date shall be no later than the end of the Offering and/or (2) shall be contributed, in whole or in part, by such Employee during such period. 
 (b) The Board shall establish one or more Purchase Dates during an Offering on which Rights granted under the Plan shall be exercised and purchases
of Shares carried out in accordance with such Offering. 
 (c) In connection with each Offering made under the Plan, the Board may
specify a maximum amount of Shares that may be purchased by any Participant as well as a maximum aggregate amount of 

  

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Shares that may be purchased by all Participants pursuant to such Offering. In addition, in connection with each Offering that contains more than one
Purchase Date, the Board may specify a maximum aggregate amount of Shares which may be purchased by all Participants on any given Purchase Date under the Offering. If the aggregate purchase of Shares upon exercise of Rights granted under the
Offering would exceed any such maximum aggregate amount, the Board shall make a pro rata allocation of the Shares available in as nearly a uniform manner as shall be practicable and as it shall deem to be equitable. 
 (d) The purchase price of Shares acquired pursuant to Rights granted under the Plan shall be not less than the lesser of: 
 (i) an amount equal to eighty-five percent (85%) of the fair market value of the Shares on the Offering Date; or 
 (ii) an amount equal to eighty-five percent (85%) of the fair market value of the Shares on the Purchase Date. 
  

	8.	Participation; Withdrawal; Termination. 

 (a) An Eligible Employee may become a Participant in the Plan pursuant to an Offering by delivering a participation agreement to the Company within the time specified in the Offering, in such form as the Company provides. Each such
agreement shall authorize payroll deductions of up to the maximum percentage specified by the Board of such Employee’s Earnings during the Offering (as defined in each Offering). The payroll deductions made for each Participant shall be
credited to a bookkeeping account for such Participant under the Plan and either may be deposited with the general funds of the Company or may be deposited in a separate account in the name of, and for the benefit of, such Participant with a
financial institution designated by the Company. To the extent provided in the Offering, a Participant may reduce (including to zero) or increase such payroll deductions. To the extent provided in the Offering, a Participant may begin such payroll
deductions after the beginning of the Offering. A Participant may make additional payments into his or her account only if specifically provided for in the Offering and only if the Participant has not already had the maximum permitted amount
withheld during the Offering. 
 (b) At any time during an Offering, a Participant may terminate his or her payroll deductions under the
Plan and withdraw from the Offering by delivering to the Company a notice of withdrawal in such form as the Company provides. Such withdrawal may be elected at any time prior to the end of the Offering except as provided by the Board in the
Offering. Upon such withdrawal from the Offering by a Participant, the Company shall distribute to such Participant all of his or her accumulated payroll deductions (reduced to the extent, if any, such deductions have been used to acquire Shares for
the Participant) under the Offering, without interest unless otherwise specified in the Offering, and such Participant’s interest in that Offering shall be automatically terminated. A Participant’s withdrawal from an Offering will have no
effect upon such Participant’s eligibility to participate in any other Offerings under the Plan but such Participant will be required to deliver a new participation agreement in order to participate in subsequent Offerings under the Plan.

 (c) Rights granted pursuant to any Offering under the Plan shall terminate immediately upon cessation of any participating
Employee’s employment with the Company or a designated Affiliate for any reason (subject to any post-employment participation period required by law) or other lack of eligibility. The Company shall distribute to such terminated Employee all of
his or her accumulated payroll deductions (reduced to the extent, if any, such deductions have been used to acquire Shares for the terminated Employee) under the Offering, without interest unless otherwise specified in the Offering. If the
accumulated payroll deductions have been deposited with the Company’s general funds, then the distribution shall be made from the general funds of the Company, without interest. If the accumulated payroll deductions have been deposited in a
separate account with a financial institution as provided in subparagraph 8(a), then the distribution shall be made from the separate account, without interest unless otherwise specified in the Offering. 
 (d) Rights granted under the Plan shall not be transferable by a Participant otherwise than by will or the laws of descent and distribution, or by a
beneficiary designation as provided in paragraph 15 and, otherwise during his or her lifetime, shall be exercisable only by the person to whom such Rights are granted. 
  


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	9.	Exercise. 

 (a) On each Purchase Date specified
therefor in the relevant Offering, each Participant’s accumulated payroll deductions and other additional payments specifically provided for in the Offering (without any increase for interest) will be applied to the purchase of Shares up to the
maximum amount of Shares permitted pursuant to the terms of the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional Shares shall be issued upon the exercise of Rights granted under the Plan unless
specifically provided for in the Offering. 
 (b) Unless otherwise specifically provided in the Offering, the amount, if any, of
accumulated payroll deductions remaining in any Participant’s account after the purchase of Shares that is equal to the amount required to purchase one or more whole Shares on the final Purchase Date of the Offering shall be distributed in full
to the Participant at the end of the Offering, without interest. If the accumulated payroll deductions have been deposited with the Company’s general funds, then the distribution shall be made from the general funds of the Company, without
interest. If the accumulated payroll deductions have been deposited in a separate account with a financial institution as provided in subparagraph 8(a), then the distribution shall be made from the separate account, without interest unless otherwise
specified in the Offering. 
 (c) No Rights granted under the Plan may be exercised to any extent unless the Shares to be issued upon
such exercise under the Plan (including Rights granted thereunder) are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable state, foreign and other securities and
other laws applicable to the Plan. If on a Purchase Date in any Offering hereunder the Plan is not so registered or in such compliance, no Rights granted under the Plan or any Offering shall be exercised on such Purchase Date, and the Purchase Date
shall be delayed until the Plan is subject to such an effective registration statement and such compliance, except that the Purchase Date shall not be delayed more than twelve (12) months and the Purchase Date shall in no event be more than
twenty-seven (27) months from the Offering Date. If, on the Purchase Date of any Offering hereunder, as delayed to the maximum extent permissible, the Plan is not registered and in such compliance, no Rights granted under the Plan or any
Offering shall be exercised and all payroll deductions accumulated during the Offering (reduced to the extent, if any, such deductions have been used to acquire Shares) shall be distributed to the Participants, without interest unless otherwise
specified in the Offering. If the accumulated payroll deductions have been deposited with the Company’s general funds, then the distribution shall be made from the general funds of the Company, without interest. If the accumulated payroll
deductions have been deposited in a separate account with a financial institution as provided in subparagraph 8(a), then the distribution shall be made from the separate account, without interest unless otherwise specified in the Offering.

  

	10.	Covenants of the Company. 

 (a) During the
terms of the Rights granted under the Plan, the Company shall ensure that the amount of Shares required to satisfy such Rights are available. 
 (b) The Company shall seek to obtain from each federal, state, foreign or other regulatory commission or agency having jurisdiction over the Plan such authority as may be required to issue and sell Shares upon exercise of the Rights
granted under the Plan. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Shares under the
Plan, the Company shall be relieved from any liability for failure to issue and sell Shares upon exercise of such Rights unless and until such authority is obtained. 
  

	11.	Use of Proceeds from Shares. 

 Proceeds from the
sale of Shares pursuant to Rights granted under the Plan shall constitute general funds of the Company. 
  

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	12.	Rights as a Stockholder. 

 A Participant shall not
be deemed to be the holder of, or to have any of the rights of a holder with respect to, Shares subject to Rights granted under the Plan unless and until the Participant’s Shares acquired upon exercise of Rights under the Plan are recorded in
the books of the Company. 
  

	13.	Adjustments upon Changes in Securities. 

 (a) If any change is made in the Shares subject to the Plan, or subject to any Right, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock
dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan
will be appropriately adjusted in the class(es) and maximum number of Shares subject to the Plan pursuant to subparagraph 4(a), and the outstanding Rights will be appropriately adjusted in the class(es), number of Shares and purchase limits of such
outstanding Rights. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not be treated as a transaction that does not involve the
receipt of consideration by the Company.) 
 (b) In the event of: (i) a dissolution, liquidation, or sale of all or substantially
all of the assets of the Company; (ii) a merger or consolidation in which the Company is not the surviving corporation; or (iii) a reverse merger in which the Company is the surviving corporation but the Shares outstanding immediately
preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, then: (1) any surviving or acquiring corporation shall assume Rights outstanding under the Plan or shall
substitute similar rights (including a right to acquire the same consideration paid to Stockholders in the transaction described in this subparagraph 13(b)) for those outstanding under the Plan, or (2) in the event any surviving or acquiring
corporation refuses to assume such Rights or to substitute similar rights for those outstanding under the Plan, then, as determined by the Board in its sole discretion such Rights may continue in full force and effect or the Participants’
accumulated payroll deductions (exclusive of any accumulated interest which cannot be applied toward the purchase of Shares under the terms of the Offering) may be used to purchase Shares immediately prior to the transaction described above under
the ongoing Offering and the Participants’ Rights under the ongoing Offering thereafter terminated. 
  

	14.	Amendment of the Plan. 

 (a) The Board at any
time, and from time to time, may amend the Plan. However, except as provided in paragraph 13 relating to adjustments upon changes in securities and except as to minor amendments to benefit the administration of the Plan, to take account of a change
in legislation or to obtain or maintain favorable tax, exchange control or regulatory treatment for Participants or the Company or any Affiliate, no amendment shall be effective unless approved by the stockholders of the Company to the extent
stockholder approval is necessary for the Plan to satisfy the requirements of Section 423 of the Code, Rule 16b-3 under the Exchange Act and any Nasdaq or other securities exchange listing requirements. Currently under the Code, stockholder
approval within twelve (12) months before or after the adoption of the amendment is required where the amendment will: 
 (i) Increase the amount of Shares reserved for Rights under the Plan; 
 (ii) Modify the provisions as to
eligibility for participation in the Plan to the extent such modification requires stockholder approval in order for the Plan to obtain employee stock purchase plan treatment under Section 423 of the Code or to comply with the requirements of
Rule 16b-3; or 
 (iii) Modify the Plan in any other way if such modification requires stockholder approval in order for
the Plan to obtain employee stock purchase plan treatment under Section 423 of the Code or to comply with the requirements of Rule 16b-3. 
 (b) It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide Employees with the maximum benefits provided or to be provided under the provisions of the Code and the
regulations promulgated thereunder relating to Employee Stock Purchase Plans and/or to bring the Plan and/or Rights granted under it into compliance therewith. 
  

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 (c) Rights and obligations under any Rights granted before amendment of the Plan shall not be
impaired by any amendment of the Plan, except with the consent of the person to whom such Rights were granted, or except as necessary to comply with any laws or governmental regulations, or except as necessary to ensure that the Plan and/or Rights
granted under the Plan comply with the requirements of Section 423 of the Code. 
  

	15.	Designation of Beneficiary. 

 (a) A Participant
may file a written designation of a beneficiary who is to receive any Shares and/or cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent to the end of an Offering but prior to
delivery to the Participant of such Shares and cash. In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant’s account under the Plan in the event of such Participant’s
death during an Offering. 
 (b) The Participant may change such designation of beneficiary at any time by written notice. In the event
of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company shall deliver such Shares and/or cash to the executor or administrator of the
estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion, may deliver such Shares and/or cash to the spouse or to any one or more dependents or
relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 
  

	16.	Termination or Suspension of the Plan. 

 (a) The Board in its discretion may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the tenth anniversary of stockholder approval of the Plan, as amended and restated herein, at the
Company’s 2008 annual meeting of stockholders held in August 2008. No Rights may be granted under the Plan while the Plan is suspended or after it is terminated. 
 (b) Rights and obligations under any Rights granted while the Plan is in effect shall not be impaired by suspension or termination of the Plan, except as expressly provided in the Plan or with the consent of the
person to whom such Rights were granted, or except as necessary to comply with any laws or governmental regulation, or except as necessary to ensure that the Plan and/or Rights granted under the Plan comply with the requirements of Section 423
of the Code. 
  

	17.	Effective Date of Plan. 

 The Plan shall become
effective as determined by the Board, but no Rights granted under the Plan shall be exercised unless and until the Plan has been approved by the stockholders of the Company within twelve (12) months before or after the date the Plan is adopted
by the Board, which date may be prior to the effective date set by the Board. 
  

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